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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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FORM 12b-25 |
SEC FILE NUMBER
001-41160 |
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NOTIFICATION OF LATE FILING |
CUSIP NUMBER
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| (Check one): |
o Form 10-K |
o Form 20-F |
o Form 11-K |
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x Form 10-Q |
o Form 10-D |
o Form N-CEN |
o Form N-CSR |
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For Period Ended: June 30, 2025 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o For the Transition Period Ended: |
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| Read Instructions (on back page) Before Preparing Form. Please Print or Type. |
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification relates: |
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| PART I — REGISTRANT INFORMATION |
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| Allarity Therapeutics, Inc. |
| Full Name of Registrant |
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| Former Name if Applicable |
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| 123 E Tarpon Ave |
| Address of Principal Executive Office (Street and Number) |
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| Tarpon Springs, FL 34689 |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant’s financial statements for
the quarter ended June 30, 2025 are currently being reviewed by its certifying auditors, which review has not been completed as of this
date. This review must be completed in order to finalize the registrant’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2025. Management has determined that the registrant will be unable to finalize the Form 10-Q and XBRL exhibit to the report prior
to the filing deadline without unreasonable effort or expense. Management reasonably believes that it will be able to complete and file
the Form 10-Q within the prescribed extension period.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
| Jeff Ervin |
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426-4664 |
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(Area Code) |
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(Telephone Number) |
(2) Have all other periodic reports required
under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes ☒ No ☐
(3) Is it anticipated that any significant
change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof? Yes ☐ No ☒
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
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Allarity Therapeutics, Inc. |
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(Name of Registrant as Specified in Charter) |
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. |
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| Date: |
August 14, 2025 |
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By: |
/s/ Jeff Ervin |
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Jeff Ervin, Chief Financial Officer |
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